Sir Ian McKellan has an odd and visually enrapturing vision of one of Shakespeare's darkest dramas in his film adaptation of "Richard III."

Set in a fictional, civil war-torn England in the 1930s, Richard's fascist family has won the war and claimed the throne. Always hungry for more power, Richard begins killing members of his own family to eventually be crowned king himself.

McKellan wrote the script with a partner from their recent stage version with the same setting. Cast as the queen, a foreigner who is royalty by marriage, is Annette Bening. Robert Downey, Jr. plays her brother.

McKellan saw some humor in Richard and he wanted to bring it out in this script, and his portrayal is everything you would expect from one of the world's finest Shakespearean actors -- except for the humor. Instead of dark, subtle and ironic, the laughs are inappropriately blatant for a such a tragedy and at times Richard seems like Groucho Marx showing up suddenly during the Hindenberg disaster and tossing out one liners.

"Richard III" is also edited rather oddly for a Shakespearean film, with some scenes lasting only two or three lines, clearly therefore straying widely from the dynamic of the scenes as The Bard originally wrote them.

Despite this and other minor flaws that hold "Richard III" back from being the masterpiece it potentially was, one would be had pressed to find a more inspired and creative rendition of this story.

You'll know this in the first minutes of the film, when a tank blasts through the wall of a castle. Shakespeare would be impressed with the use of a fictitious but frighteningly realistic setting, and while this "Richard" isn't the kind of film you leave the theater counting the months until you can buy it on video, it is ideal for crossover fodder for mainstream audiences.